8. Stockholders' Deficiency | The Company is authorized to issue up to 100,000,000 shares of Common Stock with a par value of $0.001 per share and 1,000,000 shares of preferred stock with a par value of $0.001 per share. Following the approval of the Board of Directors and stockholders of record as of August 25, 2014, the Company filed a Certificate of Amendment with the Secretary of State of Delaware on October 17, 2014, which increased the number of authorized shares of common stock of the Company from 50,000,000 to 100,000,000. Common Stock On January 15, 2014, the Company issued 21,289 shares of Common Stock to an employee in accordance with an employment agreement. The fair value of the shares was $10,646 based on the closing price on the date of issuance which was recorded as stock based compensation expense during the year ended December 31, 2014. During the year ended December 31, 2014, pursuant to a private placement offering of units that commenced on July 25, 2014 (the “2014 Private Placement”), the Company received an aggregate of $1,653,000 of gross proceeds (net of expenses of $115,245) related to the sale of 11,020,003 units at a price of $0.15 per unit. Each unit consists of (i) one share of the Company’s common stock and (ii) a five-year warrant to purchase one-half share of the Company’s common stock at an exercise price of $0.30 per share, such that warrants to purchase an aggregate of 5,509,998 shares of common stock were issued. The aggregate fair value of the warrants as of the issuance date was $1,096,202. The Company evaluated these warrants to assess their proper classification using the applicable criteria enumerated by U.S. GAAP and determined that such warrants met the criteria for equity classification. Proceeds from the sale of the units are to be used to fund the Company’s initiatives in the areas of marketing, website improvement and development, inventory and for general working capital purposes. During the year ended December 31, 2014, the Company granted certain options and warrants which, upon settlement, may have exceeded the limit on the authorized number of shares of common stock. The Company follows a sequencing policy for which in the event partial reclassification of contracts subject to ASC 815-40-25 is necessary, due to the Company’s inability to demonstrate it has sufficient authorized shares, shares will be allocated on the basis of earliest issuance date of potentially dilutive instruments with the earliest grants receiving first allocation of shares. The Company evaluated such instruments and determined that the fair value of such instruments at the date of issuance and the change in fair value was determined to have a de minimus impact on the Company’s consolidated financial statements. Subsequent to such issuance and prior to December 31, 2014, the Company obtained stockholder approval to increase the number of authorized shares of common stock of the Company from 50,000,000 to 100,000,000. On December 21, 2015, the Company issued 94,779 shares of Common Stock to a former employee resulting from a cashless exercise of warrants. Preferred Stock Series A Preferred Stock The Company has designated 200,000 of the 1,000,000 authorized shares of preferred stock as Series A Convertible Preferred Stock (“Series A Preferred Stock”). The Series A Preferred Stock is non-voting, has a liquidation preference equal to its purchase price, and does not pay dividends. The holders can call for the conversion of the Series A Preferred Stock at any time and are entitled to half a share of the Company’s Common Stock for each share of Series A Preferred Stock converted. As of December 31, 2015, 44,443 shares of Series A Preferred Stock are available to be issued. There are no shares of Series A Preferred Stock outstanding as of December 31, 2015 or 2014. Series B Preferred Stock The Company has designated 625,000 of the 1,000,000 authorized shares of preferred stock as Series B Convertible Preferred Stock (“Series B Preferred Stock”). The Series B Preferred Stock has voting rights equal to one vote for each common share equivalent, has a liquidation preference equal to its purchase price, and receives preferred dividends equal to 7% of all outstanding shares in either cash or payment-in-kind. The holders can call for the conversion of the Series B Preferred Stock at any time and are entitled to five shares of the Company’s Common Stock for each share of Series B Preferred Stock converted. In addition, the Series B Preferred Stock is subject to weighted average anti-dilution protection whereby if shares of Common Stock are sold below the current conversion price, the conversion price is reduced pursuant to a pre-defined formula. As of December 31, 2015 and 2014, Series B holders were entitled to convert into 11.39 shares of the Company’s Common Stock for each share of Series B Preferred Stock due to the anti-dilution provision. The anti-dilution provision represents a contingent beneficial conversion feature. As of December 31, 2015, an incremental 3,089,642 shares of Common Stock are issuable at conversion of the Series B Convertible Preferred Stock as compared to the original terms. Using the commitment date Common Stock price in effect, the commitment date value of the incremental shares is $7,798,256. However, recognition of beneficial conversion features is limited to the aggregate gross proceeds allocated to the preferred stock of $3,199,689 (422,315 shares of Series B Convertible Preferred Stock times $9.45 per share less the proceeds allocated to the warrants of $791,188) less the $1,666,967 beneficial conversion feature already recognized on the original 365,265 shares of Series B Preferred Stock (prior to the issuance of additional shares as payment-in-kind in lieu of cash dividends). Due to these limitations, no beneficial conversion feature value was recorded for the years ended December 31, 2015 and 2014. As of December 31, 2015 and 2014, the Company had accrued contractual dividends of $319,854 and $298,918, respectively, related to the Series B Preferred Stock. On January 1, 2016, and 2015, the Company issued 33,847 and 31,633 shares of Series B convertible preferred stock valued at approximately $320,000 and $299,000, respectively, representing approximately $0.66 in value per share of Series B Preferred Stock outstanding on each date, to the Series B convertible preferred stock owners as payment in kind for dividends. Series C Preferred Stock The Company’s Certificate of Designation designates 10,000 shares of the Company's preferred stock as Series C Preferred Stock to be issued at an original issue price of $100 per share. The Series C Preferred Stock has voting rights equal to one vote for each share held, has a liquidation preference equal to its purchase price, and has certain redemption rights available at the option of the holder. The Series C Preferred Stock is non- convertible and does not pay dividends. On October 17, 2011, the Company received net cash proceeds of $1,000,000 for the sale of 10,000 shares of Series C Preferred Stock to a greater than 10% stockholder of the Company. Since certain of the Company’s preferred shares contain redemption rights which are not solely within the Company’s control, these issuances of preferred stock were initially presented as temporary equity. In connection with the issuance, the investor received five-year immediately exercisable warrants to purchase 270,000 shares of the Company’s Common Stock at an exercise price of $2.90 per share and which had a relative fair value of $526,522 on the date of grant. The $526,522 relative fair value was recorded as a discount against the Series C Preferred Stock and was initially amortized as deemed dividends over the period through January 15, 2013. On February 13, 2013, the Company received a Notice of Redemption of Series C Preferred Stock. As a result of the Convertible Notes coming due and not being paid on December 31, 2012, the Company accelerated the accretion rate of the deemed dividend on the Redeemable Preferred Stock – Series C and reclassified the Redeemable Preferred Stock – Series C from temporary equity to current liabilities. Incentive Compensation / Stock Option Plans The 2009 Incentive Compensation Plan (the “2009 Plan”) was approved on May 15, 2009 and June 4, 2009, and the increase in the total number of shares of Common Stock issuable pursuant to the 2009 Plan to 2,881,425 was approved on October 4, 2010 and September 20, 2011 by the Board of Directors and Stockholders, respectively. The 2009 Plan imposes individual limitations on the amount of certain awards. Under these limitations during any fiscal year of the Company, the number of options, stock appreciation rights, shares of restricted stock, shares of deferred stock, performance shares and other stock based-awards granted to any one participant under the 2009 Plan may not exceed 250,000 shares, subject to adjustment in certain circumstances. The maximum amount that may be paid out as performance units in any 12-month performance period is an aggregate value of $2,000,000, and the maximum amount that may be paid out as performance units in any performance period greater than 12 months is an aggregate value of $4,000,000. The maximum term of each option or stock appreciation right, the times at which each option or stock appreciation right will be exercisable, and provisions requiring forfeiture of unexercised options or stock appreciation rights at or following termination of employment generally are fixed by the board of directors or committee of the Company’s board of directors designated to administer the 2009 Plan (the “Committee”), except that no option or stock appreciation right may have a term exceeding ten years. The exercise price per share subject to an option and the grant price of a stock appreciation rights are determined by the Committee, but in the case of an incentive stock option (ISO) must not be less than the fair market value of a share of Common Stock on the date of grant. Following the approval of the Board of Directors and stockholders of record as of August 25, 2014, the Company adopted the 2014 Equity Incentive Plan (the “2014 Plan”) which made a total of 6,000,000 shares of common stock authorized and available for issuance pursuant to awards granted under the 2014 Plan. The 2014 Plan limit imposes individual limitations on the amount of certain awards. Under these limitations during any fiscal year of the Company, the number of options, stock appreciation rights, shares of restricted stock, shares of deferred stock, performance shares and other stock based-awards granted to any one participant under the 2014 Plan may not exceed 1,500,000 shares, subject to adjustment in certain circumstances. The maximum number of shares that may be awarded that are not subject to performance targets is an aggregate of 1,200,000 shares. The maximum term of each option or stock appreciation right, the times at which each option or stock appreciation right will be exercisable, and provisions requiring forfeiture of unexercised options or stock appreciation rights at or following termination of employment generally are fixed by the Committee designated to administer the 2014 Plan, except that no option or stock appreciation right may have a term exceeding ten years. The exercise price per share subject to an option and the grant price of a stock appreciation rights are determined by the Committee, but in the case of an incentive stock option (ISO) must not be less than the fair market value of a share of Common Stock on the date of grant. Stock Options Grants During the year ended December 31, 2014, the Company granted options to directors of the Company to purchase an aggregate of 1,687,857 shares of common stock under the 2009 Plan and 2014 Plan at an exercise price of between $0.12 to $0.16 per share for an aggregate grant date value of $266,472. The options have a vesting period ranging from immediate to three months and have a term of ten years. On October 23, 2014, the Company granted options to an employee of the Company to purchase an aggregate of 250,000 shares of common stock under the 2009 Plan at an exercise price of $0.18 per share for an aggregate grant date value of $35,825. The options have a vesting period of one year and have a term of five years. During the year ended December 31, 2015, the Company granted options to employees and directors of the Company to purchase an aggregate of 2,141,339 shares of common stock under the 2014 Plan at an exercise price of between $0.09 to $0.15 per share for an aggregate grant date value of $211,860. The options have a vesting period ranging from immediate to three years and have a term of ten years. During December 31, 2015, the Company granted options to consultants of the Company to purchase an aggregate of 349,861 shares of common stock under the 2014 Plan at an exercise price of between $0.09 and $0.12 per share for an aggregate grant date value of $37,423. The options have a vesting period ranging from immediate to three years and have a term of ten years. Valuation and Amortization Option valuation models require the input of highly subjective assumptions. The fair value of the stock-based payment awards is estimated utilizing the Black-Scholes option model. The volatility component of this calculation is derived from the historical trading prices of the Company’s own Common Stock. The Company accounts for the expected life of options in accordance with the “simplified” method for “plain vanilla” share options. The risk-free interest rate was determined from the implied yields of U.S. Treasury zero-coupon bonds with a remaining life consistent with the expected term of the options. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. In estimating the Company’s forfeiture rate, the Company analyzed its historical forfeiture rate, the remaining lives of unvested options, and the number of vested options as a percentage of total options outstanding. If the Company’s actual forfeiture rate is materially different from its estimate, or if the Company reevaluates the forfeiture rate in the future, the stock-based compensation expense could be significantly different from what the Company has recorded in the current period. The Company estimated forfeitures related to option grants at a weighted average annual rate of 3% and 4% per year for options granted during the years ended December 31, 2015 and 2014, respectively. In applying the Black-Scholes option pricing model to stock options granted, the Company used the following weighted average assumptions: For the Year Ended December 31, 2015 2014 Risk free interest rate 1.35% to 2.28% 0.97% to 2.29% Dividend yield 0.00% 0.00% Expected volatility 195% to 199.0% 190% to 191.0% Expected life in years 5.5 to 10.0 3.0 to 10.0 The weighted average fair value of the stock options granted during the years ended December 31, 2015 and 2014 was $0.10 and $0.16 per share, respectively. Stock-based compensation expense related to stock options was recorded in the consolidated statements of operations as a component of selling, general and administrative expenses and totaled $308,026 and $698,015 for the years ended December 31, 2015 and 2014, respectively. As of December 31, 2015, stock-based compensation expense related to stock options of $1,033,764 remains unamortized, including $142,195 which is being amortized over the weighted average remaining period of 2.0 years. The remaining $891,569 is related to a performance based option where vesting is currently deemed to be improbable and no amount is being amortized. Summary A summary of the stock option activity during the years ended December 31, 2015 and 2014 is presented below: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Options Price In Years Value Outstanding, January 1, 2014 2,543,150 $ 2.37 Granted 1,937,857 0.13 Exercised - - Forfeited (536,450 ) 2.37 Outstanding, December 31, 2014 3,944,557 $ 1.27 Outstanding, January 1, 2015 3,944,557 $ 1.27 Granted 2,491,200 0.10 Exercised - - Forfeited (1,094,473 ) 1.40 Outstanding, December 31, 2015 5,341,284 $ 0.70 7.8 $ 157,079 Exercisable, December 31, 2015 3,904,451 $ 0.65 7.8 $ 100,446 The following table presents information related to stock options at December 31, 2015: Options Outstanding Options Exercisable Weighted Weighted Weighted Average Range of Average Outstanding Average Remaining Exercisable Exercise Exercise Number of Exercise Life Number of Price Price Options Price In Years Options $ 0.09- $2.20 $ 0.23 4,649,784 $ 0.24 8.2 3,462,951 $ 2.21 - $3.80 3.34 501,500 2.87 4.1 251,500 $ 3.81 - $6.99 5.16 190,000 5.16 5.7 190,000 $ 0.09 - $6.99 $ 0.70 5,341,284 $ 0.65 7.8 3,904,451 Warrants Valuation In applying the Black-Scholes option pricing model to stock warrants granted, the Company used the following weighted average assumptions: Grants For the Year Ended December 31, 2015 2014 Risk free interest rate 1.22% to 1.75% 1.52% to 2.52% Dividend yield 0.00% 0.00% Expected volatility 194.0% to 197.0% 171.0% to 192.0% Expected life in years 2.90 to 7.50 5.00 to 8.50 During the year ended December 31, 2014, the Company granted vested five-year warrants to purchase an aggregate of 661,200 shares of Common Stock at an exercise price of $0.15 per share to a consultant related to services provided related to the 2014 Private Placement. The warrants had an issuance date fair value of $132,893 which was treated as a cost of capital. On August 25, 2014, the Company granted vested five-year warrants to purchase an aggregate of 600,000 shares of Common Stock at an exercise price of $0.25 per share to a consultant related to investor relations services to be provided. The warrants had an issuance date fair value of $133,225 which was expensed immediately as stock based compensation. On April 3, 2015, the Company granted warrants to a former employee of the Company to purchase an aggregate of 137,430 shares of common stock at an exercise price of $0.09 per share for an aggregate grant date value of $12,018. The warrants have a term of five years. The warrants were issued as repayment for amounts previously accrued. The weighted average fair value of the stock warrants granted during the years ended December 31, 2015 and 2014, respectively, was $0.09 and $0.20 per share. Exercise During the year ended December 31, 2015, the Company issued an aggregate of 97,449 shares of Common Stock to a holder of warrants who elected to exercise warrants to purchase 137,430 shares of Common Stock on a "cashless" basis under the terms of the warrants. The warrants had an exercise price of $0.09 per share. The aggregate intrinsic value of the warrants exercised was $27,486 for the year ended December 31, 2015. A stock-based compensation benefit related to the mark-to-market adjustment for consultant warrants for the year ended December 31, 2015 was recorded in the consolidated statements of operations as a component of selling, general and administrative expenses and totaled $322. During the years ended December 31, 2015 and 2014, the Company recorded aggregate stock-based compensation expense of $12,340 and $132,503, respectively, related to warrants. As of December 31, 2015, stock-based compensation expense related to warrants of $576,840 remains unamortized. The remaining $576,840 is related to a performance based warrant where vesting is currently deemed to be improbable and no amount is being amortized. A summary of the stock warrant activity during the years ended December 31, 2015 and 2014, respectively, is presented below: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Warrants Price In Years Value Outstanding, January 1, 2014 2,342,846 $ 0.94 Granted 6,996,198 0.28 Exercised - - Forfeited - - Outstanding, January 1, 2015 9,339,044 $ 0.45 Granted 887,430 0.10 Exercised (137,430 ) 0.09 Forfeited (42,846 ) 3.00 Outstanding, December 31, 2015 10,046,198 $ 0.43 3.3 $ 61,612 Exercisable, December 31, 2015 9,796,198 $ 0.34 3.4 $ 61,612 The following table presents information related to stock warrants at December 31, 2015: Warrants Outstanding Warrants Exercisable Weighted Weighted Weighted Average Range of Average Outstanding Average Remaining Exercisable Exercise Exercise Number of Exercise Life Number of Price Price Warrants Price In Years Warrants $ 0.09 - $0.35 $ 0.26 9,496,198 $ 0.26 3.5 9,496,198 $ 0.36 - $3.00 2.90 520,000 2.90 0.8 270,000 $ 3.01 - $4.95 4.95 30,000 4.95 1.8 30,000 $ 0.09 - $4.05 0.41 10,046,198 $ 0.34 3.4 9,796,198 Services Contributed Effective January 1, 2013, the Company’s Chief Executive Officer of the Company waived payment for services contributed during 2013. On April 28, 2014, the Compensation Committee approved the payment of an annual salary of $150,000 to the Company’s Chief Executive Officer, effective May 1, 2014. As a result, the Company imputed the value of the services contributed and recorded salary expense $116,666 for the year ended December 31, 2014, with a corresponding credit to stockholders’ deficiency. |